Goalball South Australia Association Inc.

January 2017

Contents

1. Name of Association .................................................................................... 3

2. Definitions ................................................................................................... 3

3. Objects of Association ................................................................................. 4

4. Powers of Association .................................................................................. 5

5. Register of members of Association ............................................................. 6

6. Subscriptions of members ............................................................................ 6

7. Cessation of Membership .......................................................................... 10

8. Discipline .................................................................................................. 11

9. Membership Fees and Subscriptions .......................................................... 11

10. Power of the Executive Committee ......................................................... 12

11. Executive Committee .............................................................................. 13

12. President and Vice-President................................................................... 14

13. The Duties of the Secretary ..................................................................... 15

14. The Duties of the Treasurer ..................................................................... 15

15. Proceedings of Executive Committee ..................................................... 17

16. General meetings .................................................................................... 17

17. Quorum and proceedings at general meetings ......................................... 19

18. Minutes of meetings of Association ........................................................ 21

19. Voting rights of members of Association ................................................ 21

20. Proxies of members of Association ......................................................... 22

21. Rules of Association ............................................................................... 22

22. Common seal of Association................................................................... 22

23. Inspection of records, etc. of Association ................................................ 22

24. Disputes and mediation ........................................................................... 22

25. Distribution of surplus property on winding up of Association ............... 24

RULES OF ASSOCIATION

1. Name of Association

The name of the incorporated Association is “Goalball South Australia”, referred to herein as the “Association”.

2. Definitions

In these Rules, unless the contrary intention appears-

a) “Annual General Meeting” is the meeting convened under Rule

16.1 (b);

b) "Committee Meeting" means a meeting referred to in Rule 15;

c) "Committee Member" means person referred to in Rule 11.1;

d) "Financial Year" means a period not exceeding 15 months fixed by the Committee, being a period commencing on the date of incorporation of the Association and ending on 30 June; and thereafter each period commencing 1 July and ending on 30 June in the following year;

e) "General Meeting" means a meeting to which all members are invited;

f) "Member" means member of the Association;

g) "NSO" means the National Sporting Organisation, Goalball Australia;

h) "Ordinary Resolution" means resolution other than a special resolution;

i) “Poll” means voting conducted in written form (as opposed to a show of hands);

j) “RSO” means a Regional Sporting Organisation that conducts competitions in Goalball;

k) “Special General Meeting” means a general meeting other than the annual general meeting;

l) "Special Resolution" has the meaning given by section 24 of the Act, that is-

A resolution is a special resolution if it is passed by a majority of not less than three-fourths of the members of the association who are entitled under the Rules of the association to vote and vote in person or, where proxies or postal votes are allowed by the Rules of the association by proxy or postal vote, at a general meeting of which

notice specifying the intention to propose the resolution as a special resolution was given in accordance with those Rules.

At a meeting at which a resolution proposed as a special resolution is submitted, a declaration by the person presiding that the resolution has been passed as a special resolution shall be evidence of the fact unless, during the meeting at which the resolution is submitted, a poll is demanded in accordance with the Rules of the Association or, if the Rules do not make provision as to the manner in which a poll may be demanded, by at least 3 members of the association present in person or, where proxies are allowed, by proxy.

If a poll is held, a declaration by the person presiding as to the result of a poll is evidence of the matter so declared.

m) "The Act" means the Associations Incorporation Act 1985, South Australia;

n) "The Association" means the Association referred to in Rule 1;

o) "The Committee" means the Executive Committee of the Association referred to in Rule 11.1;

p) "The President" means-

i. (a) in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with Rule 12; or

ii. (b) otherwise than in relation to the proceedings referred to in paragraph (a), the person referred to in Rule 10.1 (a) or, if that person is unable to perform his or her functions, the Vice President;

q) "The Secretary" means the Secretary referred to in Rule 13;

r) "The Treasurer" means the Treasurer referred to in Rule 14;

s) "the Vice-President" means the Vice-President referred to in Rule 12;

t) “Writing” means the provision of material in accessible formats of Braille, large print, audio or electronic format.

3. Objects of Association

3.1 The objections of the Association by section 18 of the Act are subject to the following additions, exclusions or modifications;

a) To stimulate, encourage, plan, coordinate, and generally promote Goalball events and allied recreational activities for the members:

b) To promote the sport of Goalball as a sport in which totally blind, vision impaired, and fully sighted people can participate equally as team mates or competitors, without advantage or

disadvantage regardless of the presence, or absence, or degree of disability;

c) To provide funds necessary for promotion, training, equipment and outfitting for the game of Goalball and allied sporting and recreational activities for the members of the Association;

d) To liaise and cooperate with kindred associations around Australia;

e) To establish communication with the relevant governmental authorities;

f) To assist and advise members of the Association in such a manner as the association may decide;

g) To promote public understanding of blindness and vision impairment, addressing the abilities and capabilities of the individual with a handicap, via the sport of goalball; and

h) To act as the representative of the Association in the sport of Goalball;

3.2 The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.

4. Powers of Association

4.1 The powers conferred on the Association by section 25 of the Act are subject to the following additions, exclusions or modifications –

i) To conduct appeals for funds and accept donations, sponsorship, bequests and testamentary dispositions, and generally raise funds by public subscription and by and other means approved by the Executive Committee;

j) To apply for and accept membership or affiliation of or with any association or body having similar, or partly similar objects.

k) To make by-laws for the conduct of the Association;

l) To appoint such employees and staff as may be necessary from time to time;

m) To draw, accept and negotiate cheques, bills of exchange, promissory notes and other negotiable instruments;

n) To invest any surplus funds only in bank savings accounts or bank fixed deposits;

o) To act as the representative of the sport of Goalball in all relevant federations, confederations and associations;

p) To act as organiser for the South Australian State trials, and subsequently, as the selector of representative South Australian teams;

q) To arrange or conduct goalball competitions separately or in association or in conjunction with a recognised Goalball clubs which is affiliated with Goalball Australia;

r) To do all ethical and lawful things which are incidental or conducive to the application of the above powers.

5. Register of members of Association

a) The Secretary, on behalf of the Association, must comply with section 27 of the Act by keeping and maintaining in an up to date condition a register of the members of the Association and their postal or residential addresses and, upon the request of a member of the Association, shall make the register available for the inspection of the member and the member may make a copy of or take an extract from the register.

b) The register must be so kept and maintained at the Secretary’s place of residence, or at such other place as the members at a general meeting decide.

c) The Secretary must cause the details of a member who ceases to be a member under Rule 7 to be deleted from the register of members referred to in Rule 5.1.

6. Subscriptions of members

6.1 Categories of Members.

The Members of the Association can consist of:

a) Life Members; and

b) Affiliate Members; and

c) Individual Members.

6.2 Admission of Members

a) Subject to Rule 6.6, a candidate for membership must apply to

the Association in writing using the membership application form process.

b) The application must:

i. be in a form approved by the Association;

ii. contain full particulars of the name and address and contact details of the applicant;

iii. identify the category of membership for which the applicant is applying; and

iv. contain any other information prescribed by Regulation for an application for membership in that category.

6.3 Discretion to accept or reject application

a) The Association may accept or reject an application whether the applicant has complied with the requirements in Rule 6.2 or not. The Association are not required, nor can they be compelled to provide, any reason for rejection.

b) Membership begins on the later to occur of:

c) acceptance of the application by the Association; or

d) payment of any fees payable by the new Member.

6.4 Life Members

a) Life Membership is the highest honour that can be bestowed by the Association for longstanding and valued service Goalball in South Australia.

b) Any Member may recommend a person for Life Membership by notice in writing to the Association. A recommendation made under this Rule must include a written report outlining the history of services of the nominee.

c) A person may be appointed a Life Member only by Special Resolution put to an Annual General Meeting by the Association.

d) A Life Member has the right to receive notice of General Meetings and to be present and to debate but not to vote at any Meetings.

e) A Life Member cannot be required to pay fees or subscriptions (other than fees that are required to be paid by a Participant in his or her capacity as a Participant).

6.5 Affiliate Members

a) A Club or RSO may apply to the Association for admission to membership as an Affiliate Member.

b) To be, or remain, eligible for Affiliate Membership, a Club or RSO must be incorporated or be in the process of incorporation.

c) An Affiliate Member has the right to receive notice of General Meetings and to be present, debate and vote at General Meetings.

d) Each Affiliate Member is taken, by virtue of that membership, to have agreed:

e) that it recognises the Association as the authority for Goalball in South Australia and the NSO as the national authority for the Sport;

f) that it will submit an up-to-date copy of its constituent documents to the Association as and when requested by the Executive Committee or required by the Regulations;

g) that it will conscientiously attend General Meetings;

h) that it will maintain, in a form acceptable to the Association, a register of its members and provide a copy of the register to the Association on request by the Executive Committee; and

i) that, if requested by the Association, it will provide the Association with copies of its audited accounts, annual financial reports and other associated documents as soon as practicable following the Affiliate Member’s annual general meeting.

j) If an Affiliated Member is not incorporated at the time of applying for membership, the process of incorporation must be completed within one year of applying for membership. If it is not, its membership will lapse but it may reapply on becoming incorporated.

k) Each Affiliate Member must have constituent documents which:

l) clearly reflect the Objects; and

m) conform with this Constitution, the Regulations and the Constitution and policies of the NSO.

6.6 Individual Members

Individual Members of the Association can consist of the following categories;

Athletes; and

Social; and

Volunteers.

a) An individual who is a Participant or who has an interest in Goalball must apply to be an Individual Member.

b) An Affiliate Member that is a Club, must apply for each of its Participants who represent the Club in competition in any way to be an Individual Member and may apply for any of its other members to be an Individual Member.

c) An application under Rule 0 must be signed by both the applicant Participant and the Affiliate Member.

d) An Individual Member has the right to receive notice of General Meetings and to be present but not to debate or vote at General Meetings. Notice given to an Affiliate Member is taken to be

notice to all of the members and Participants of that Affiliate Member.

6.7 Obligations of Members

Each Member must:

a) Complete a Membership Application Form on a yearly basis and submit to the Association on or before the due date;

b) Pay membership fees or subscription as agreed at the yearly AGM by the Executive Committee and as outlined on the Membership Application Form;

c) treat all staff, volunteers and representatives of the Association with respect and courtesy at all times;

d) maintain and enhance the standards, quality and reputation of both the Association and the Sport;

e) not act in a manner unbecoming of a Member or prejudicial to the Objects or the interests or reputation of the Association, the NSO or Goalball; and

f) be familiar with and fully understand the obligation within the “Goalball South Australia Handbook” that details the basic Rules, equipment usage, codes of behaviour and Child behaviour required by the Association for each member; and

g) in the case of an Affiliate Member:

h) take reasonable steps to prevent any of its members or any Participant associated with it from acting in a way that is likely to bring the Association, the NSO or Goalball into disrepute or which might adversely affect or derogate from the standards, quality and reputation of Sport and its maintenance and development; and

i) take reasonable steps to discipline appropriately any of its members or any Participant associated with it if the member or Participant acts in such a way.

6.8 Register of Members

a) The Association must keep and maintain a register of Members in accordance with the Act.

b) In addition to the information required by the Act, the Register may contain such other information as the Executive Committee considers appropriate.

c) Members must provide the Association with the details required by the Association to keep the register complete and up to date.

6.9 Effect of Membership

a) This Constitution constitutes a contract between each of the Members and the Association and each Member is bound by this Constitution and the Regulations.

b) Each Member is bound by the NSO constitution and regulations.

7. Cessation of Membership

7.1 General

A Member ceases to be a Member of the Association if:

a) the Member dies;

b) the Member resigns from membership in accordance with Rule 7.2; or

c) in the case of an Individual Member admitted to membership under Rule 0:

i. the Member ceases to be a member of an Affiliate Member or ceases to be a Participant who represents an Affiliate Member in competition; or

ii. the Affiliate Member who applied for that Individual Member to be admitted to membership of the Association ceases to be an Affiliate Member; or

d) the Member is expelled from the Association under Rule 7.3.

7.2 Notice of Resignation

A Member may resign from membership of the Association on one month's notice in writing to the Association. A resigning Member is liable for any outstanding fees or subscriptions which may be recovered as a debt due to the Association.

7.3 Expulsion for breach

a) Subject to Rule c) but despite anything contained in any Regulation made under Rule 8.1, the Executive Committee may expel a Member from membership of the Association if, in the opinion of the Executive Committee, the Member has materially breached any of its obligations under this Constitution or the Regulations.

b) The Executive Committee may, in its discretion, convene a judiciary committee under Rule e) to hear and determine an allegation that a Member has materially breached one or more of its obligations under this Constitution or the Regulations and to make recommendations to the Executive Committee about the appropriate consequences of its findings. The Executive Committee may rely on the findings and recommendations of a judiciary committee.

c) A member may not be expelled under Rule 7.3a) unless the Member has been afforded natural justice.

7.4 Return of Property

A Member who ceases to be a Member must not thereafter use any property of the Association (including, without limitation, its

Intellectual Property) and must immediately return to the Association all of the Association's documents, records or other property in the possession, custody or control of the former Member.

7.5 Membership may be Reinstated

a) Nothing in this Rule 7 prevents a former Member from applying for readmission to Membership but, in considering the readmission application the Executive Committee is entitled to take into account the facts and circumstances in which the prior membership (or memberships) ceased.

b) Membership which has ceased under this Rule 7 may be reinstated at the discretion of the Executive Committee without an application having been made under Rule a), with such conditions as it deems appropriate.

7.6 Refund of Membership Fees

Membership fees or subscriptions paid by the former Member may, at the Executive Committee discretion, be refunded on a pro-rata basis to the Member on cessation of the membership.

8. Discipline

8.1 The Executive Committee may make Regulations governing the hearing and determination of disputes, protests or complaints by or against Members or Participants and any other matter involving the enforcement of this Constitution or the Regulations against Members or Participants.

8.2 A Regulation made under Rule 8.1.1 may:

a) provide for one or more judiciary committees or tribunals to hear and resolve cases falling under Rule 8.1;

b) prescribe penalties for breaches of this Constitution or the Regulations;

c) invest a judiciary committee or tribunal with power to impose penalties;

d) and otherwise prescribe the procedures for dealing with cases falling under Rule 8.1.

e) Despite any Regulation made under Rule 8.1, the Board may itself deal with any disciplinary matter referred to it or appoint a judiciary committee to do so.

f) All proceedings relating to cases falling under Rule 8.1, must be conducted according to the Rules of natural justice.

9. Membership Fees and Subscriptions

The Executive Committee will:

a) fix annual membership subscriptions;

b) fix such other fees or levies as the Executive Committee considers prudent for the effective and sustainable management of the affairs of the Association; and

c) determine the time for and manner of payment of the subscriptions, fees and levies by Members to the Association.

d) The Executive Committee may fix subscriptions, fees or levies at different rates for different categories of Membership and may determine that no subscriptions are payable by one or more of the categories for any year.

e) The Executive Committee may also authorise payment of subscriptions, fees or levies by instalments for some or all of the categories of membership and it may prescribe different terms of instalments for different categories of membership.

f) On admission to membership a new Member must pay the current full year’s subscription unless the Executive Committee agrees to accept payment in instalments.

g) The Executive Committee may waive all or part of a Member's subscriptions, fees or levies and may agree terms of payment for a Member different from those applicable to other Members of the same category if the Executive Committee is satisfied that there are special reasons to do so.

10. Power of the Executive Committee

The Executive Committee constitutes the Committee for the purposes of the Act.

10.1 General powers of Executive Committee

a) Subject to the Act and this Constitution, the business and affairs of the Association must be managed by the Executive Committee which may exercise the powers of the Association for that purpose.

b) The Executive Committee must perform its functions in the pursuit of the Objects and in the interests of the Association as a whole, having regard to the Association's position as the governing body for the Sport in South Australia and therefore as a custodian of the Sport's reputation in the State.

10.2 Limitation

a) The Executive Committee may not cause the Association to disaffiliate from the NSO without an Ordinary Resolution of the Members in a General Meeting.

11. Executive Committee

11.1 Subject to Rule 11.8, the affairs of the Association will be managed exclusively by an Executive Committee consisting of;

a) a President;

b) a Vice-President (if deemed necessary by the Association);

c) a Secretary;

d) a Treasurer;

e) a Player Representative;

f) a Coaches Representative (if deemed necessary by the Association) and;

g) in addition, one member from an affiliated sporting body representative or association (eg. Blind Sports SA, RSB. Guide Dogs, Office of sport & Rec or Australian Paralympic Committee)

11.2 Committee members must be elected to membership of the Executive Committee at an Annual General Meeting or appointed under Rule 11.8.

11.3 At the commencement of each Annual General Meeting, all Executive Committee members shall cease to be committee members, but shall be eligible for re-election to membership of the committee.

11.4 Except for nominees under Rule11.8, a person is not eligible for election to membership of the Executive Committee unless a member has nominated him or her for election by delivering notice in writing of that nomination, signed by;

a) the nominator; and

b) the nominee to signify his or her willingness to stand for election,

c) to the Secretary not less than 21 days before the day on which the Annual General Meeting concerned is to be held.

11.5 The Secretary shall ensure that notice of all persons seeking election to membership of the Executive Committee is given to all members when notice is given to those members of the calling of the Annual General Meeting at which that election is to be held.

11.6 If the number of persons nominated in accordance with Rule 11.4 for election to membership of the Executive Committee does not exceed the number of vacancies in that membership to be filled;

a) the Secretary must report accordingly to; and

b) the President must declare those persons to be duly elected as members of the Executive Committee at the Annual General Meeting concerned.

11.7 If vacancies remain on the Executive Committee after the declaration under Rule 11.6, additional nominations of Committee members may be accepted from the floor of the annual general meeting. If such nominations from the floor do not exceed the number of vacancies the President must declare those persons to be duly elected as members of the Executive Committee. Where the number of nominations from the floor exceeds the remaining number of vacancies on the Executive Committee, elections for those positions must be conducted.

11.8 If a casual vacancy within the meaning of Rule 7 occurs in the membership of the Executive Committee;

a) the Executive Committee may appoint a person to fill that vacancy and

b) a member appointed under this Rule will;

c) hold office until the commencement of; and

d) be eligible for election to membership of the Executive Committee at the next following annual general meeting.

e) In such an event, the Executive Committee has the power to re-arrange the positions held by each member of the committee if it is deemed necessary.

11.9 Sub-committees

a) The Executive Committee may appoint sub-committees of members and may delegate power to act provided that such sub-committees shall be required to report to and be responsible to the Executive Committee.

b) Sub-committees will be formed for regional Goalball branches with one member of each sub-committee being on the Executive Committee.

12. President and Vice-President

12.1 Subject to this Rule, the President must preside at all general meetings and Executive Committee meetings.

12.2 In the event of the absence from a general meeting or an Executive committee meeting of;

c) the President,

d) the Vice-President or

e) both the President and the Vice-President,

a member elected by the other members present at the general meeting, must preside at the general meeting.

13. The Duties of the Secretary

13.1 Co-ordinate the correspondence of the Association.

13.2 Keep full and correct minutes of the proceedings of the Executive Committee and of the Association.

13.3 Comply on behalf of the Association with;

a) section 27 of the Act with respect to the register of members of the Association, as referred to in Rule 6.1, and

b) section 28 of the Act by keeping and maintaining in an up to date condition the Rules of the Association and, upon the request of a member of the Association, must make available those Rules for the inspection of the member; and

c) section 29 of the Act in respect of the record of the officeholders, and any trustees, of the Association;

13.4 Unless the members resolve otherwise at a general meeting, have custody of all books, documents, records and registers of the Association, including those referred to in Rule 13.3 but other than those required by Rule 14.4 to be kept and maintained by, or in the custody of, the Treasurer;

13.5 Ensure that details of the incoming Executive committee, and copies of the President's and Treasurer's Annual Reports are received by Goalball South Australia, within two months of the Association's annual general meeting.

13.6 Perform such other duties as are imposed by these Rules on the Secretary.

14. The Duties of the Treasurer

14.1 Be responsible for the receipt of all moneys paid to or received by, or by him or her on behalf of, the Association and must issue receipts for those moneys in the name of the Association;

14.2 Pay all moneys referred to in paragraph (a) into such account or accounts of the Association as the Executive Committee may from time to time direct;

14.3 Make payments from the funds of the Association with the authority of a general meeting or of the Executive Committee and in so doing ensure that all cheques are signed by any two others as are authorised by the Executive Committee;

14.4 Comply on behalf of the Association with sections 25 and 26 of the Act with respect to the accounting records of the Association by;

a) keeping such accounting records correctly and explain the financial transactions and financial position of the Association.

b) keeping its accounting records in such manner as will enable true and fair accounts of the Association to be prepared from time to time.

c) keeping its accounting records in such manner as will enable true and fair accounts of the Association to be conveniently and properly audited, and

d) submitting accounts of the Association to members at each annual general meeting of the Association showing the financial position of the Association at the end of the immediately preceding financial year.

14.5 Whenever directed to do so by the President, submit to the Executive Committee a report, balance sheet or financial statement in accordance with that direction.

14.6 Unless the members resolve otherwise at a general meeting, have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in Rule 14.4.

14.7 Perform such other duties as are imposed by these Rules on the Treasurer.

14.8 Casual vacancies in membership of Executive Committee

14.9 A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Executive Committee member;

e) Dies.

f) Resigns by notice in writing delivered to the President or, if the Executive Committee member is the President, to the Vice-President and that resignation is accepted by resolution of the Executive Committee.

g) Is convicted of an offence under the Act.

h) Is permanently incapacitated by mental or physical ill-health.

i) Is absent from more than;

i. 3 consecutive Executive Committee meetings, or

ii. 3 Executive Committee meetings in the same financial year without tendering an apology to the person presiding at each of those Committee meetings of which meetings the member received notice, and the Committee has resolved to declare the office vacant.

15. Proceedings of Executive Committee

15.1 The Executive Committee must meet together for the dispatch of business not less than three times in each year and the President may at any time convene a meeting of the Executive Committee.

15.2 Each Executive Committee member has a deliberative vote.

15.3 A question arising at an Executive Committee meeting must be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the Executive Committee meeting will have a casting vote in addition to his or her deliberative vote.

15.4 At an Executive Committee meeting, three (3) Committee members constitute a quorum.

15.5 Subject to these Rules, the procedure and order of business to be followed at an Executive Committee meeting must be determined by the Executive Committee members present at the Committee meeting.

15.6 As required under sections 21 and 22 of the Act, an Executive Committee member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Executive Committee (except if that pecuniary interest exists only by virtue of the fact that the member of the Executive Committee is a member of a class of persons for whose benefit the Association is established), must;

i. as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; and

ii. not take part in any deliberations or decision of the Committee with respect to that contract.

15.7 Rule 15.6 does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the member of the Executive Committee is an employee of the Association.

15.8 The Secretary must cause every disclosure made under Rule 15.6 by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.

16. General meetings

16.1 The Executive Committee;

a) May at any time convene a Special General Meeting.

b) Must convene an Annual General Meeting within the time limits provided for the holding of such meetings by section 23 of the Act; and

c) Must within 30 days of;

i. receiving a request in writing to do so, convene a Special General Meeting for the purpose specified in that request or

ii. the Secretary receiving a notice under Rule 9.4, convene a General Meeting to deal with the appeal to which that notice relates.

16.2 The members making a request referred to in Rule 16.1 (c) (i) must;

a) State in that request the purpose for which the special general meeting concerned is required, and

b) Sign that request.

16.3 When a special general meeting is convened under Rule 16, the Association must pay the reasonable expenses of convening and holding the special general meeting.

16.4 Subject to Rule 16.7, the Secretary must give to all members not less than 21 days notice of a special general meeting and of any motions to be moved at the special general meeting.

16.5 A notice given under Rule 16.4, shall specify;

a) When and where the general meeting concerned is to be held; and

b) Particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.

16.6 Subject to Rule 16.7, the Secretary must give to all members not less than 21 days’ notice of an Annual General Meeting and that notice must specify;

a) When and where the Annual General Meeting is to be held.

b) The particulars and order in which business is to be transacted, that being;

i. the consideration of the accounts and reports of the Executive Committee,

ii. the election of Executive Committee members to replace outgoing Executive Committee members; and

iii. any other business requiring consideration by the Association at the general meeting.

16.7 A special resolution may be moved either at a Special General Meeting or at an Annual General Meeting, however the Secretary must give to all members notice of not less than 21 days of the meeting at which a special resolution is to be proposed. In addition to those matters specified in Rule 16.4, Rule 16.5 and Rule 16.6, as relevant, the notice must also include the resolution to be proposed and the intention to propose the resolution as a special resolution.

16.8 The Secretary must give a notice under 16.4 to 16.7 by;

a) serving it on a member personally or

b) sending it by post to a member at the address of the member appearing in the register of members kept and maintained under Rule 5 or

c) sending an email to a member at the email address of the member appearing in the register of members kept and maintained under Rule 16.1.

16.9 When a notice is sent by post under Rule 16.8 (b), sending of the notice will be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.

17. Quorum and proceedings at general meetings

17.1 Quorum for General Meetings shall consist of fifty percent of the financial members of Goalball South Australia present in person or by proxy.

17.2 If within 30 minutes after the time specified for the holding of a general meeting in a notice given under Rule16.4 and Rule 16.5;

d) as a result of a request or notice referred to in Rule 16 (1) (c), a quorum is not present, the general meeting lapses or

e) otherwise than as a result of a request, notice or action referred to in Rule 17.2 (a), the general meeting stands adjourned to the same time on the same day in the following week and to the same venue.

17.3 If within 30 minutes of the time appointed by 17.2 (b) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.

17.4 The President may, with the consent of a general meeting at which a quorum is present, and must, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.

17.5 There must not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.

17.6 When a general meeting is adjourned for a period of 30 days or more, the Secretary must give notice under Rule 16 of the adjourned general meeting as if that general meeting were a fresh general meeting.

17.7 At a general meeting;

a) an ordinary resolution put to the vote will be decided by a majority of votes cast by voice, subject to Rule 17.9, and

b) a special resolution put to the vote will be decided in accordance with section 24 of the Act as defined in Rule 2, and, if a poll is demanded, in accordance with Rule 17.9 and Rule 17.11.

17.8 A declaration by the President of a general meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with Rule 17.9.

17.9 At a general meeting, a poll may be demanded by the President or by two or more members present in person or by proxy and, if so demanded, must be taken in such manner as the President directs.

17.10 If a poll is demanded and taken under Rule 17.9 in respect of an ordinary resolution, a declaration by the President of the result of the poll is evidence of the matter so declared.

17.11 A poll demanded under Rule 17.9 must be taken immediately on that demand being made.

18. Minutes of meetings of Association

18.1 The Secretary must cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting, as the case requires.

18.2 The President must ensure that the minutes taken of a general meeting or Committee meeting under Rule 18.1 are checked and signed as correct by the President of the general meeting or Committee meeting to which those minutes relate or by the President of the next succeeding general meeting or Committee meeting, as the case requires.

18.3 When minutes have been entered and signed as correct under this Rule, they are, until the contrary is proved, evidence that;

a) the general meeting or Committee meeting to which they relate (in this Rule called "the meeting") was duly convened and held;

b) all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and

c) all appointments or elections purporting to have been made at the meeting have been validly made.

19. Voting rights of members of Association

19.1 Subject to these Rules, each financial member present in person or by proxy at a general meeting is entitled to a deliberative vote.

19.2 A member which is a body corporate may appoint in writing a person, whether or not he or she is a member, to represent it at a particular general meeting or at all general meetings.

19.3 An appointment made under Rule 19.2 must be made by a resolution of the board or other governing body of the body corporate concerned;

a) which resolution is authenticated under the common seal of that body corporate; and

b) a copy of which resolution is lodged with the Secretary.

19.4 A person appointed under Rule 19.2 to represent a member which is a body corporate is deemed for all purposes to be a member until that appointment is revoked by the body corporate or, in the case of an appointment in respect of a particular general meeting, which appointment is not so revoked, the conclusion of that general meeting.

20. Proxies of members of Association

A member (in this Rule called "the appointing member") may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any general meeting.

21. Rules of Association

21.1 The Association may alter or rescind these Rules, or make Rules additional to these Rules, in accordance with the procedure set out in sections 17, 18 and 19 of the Act.

21.2 These Rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these Rules and agreed to be bound by all their provisions.

22. Common seal of Association

22.1 The Association must have a common seal on which its corporate name appears in legible characters.

22.2 The common seal of the Association must not be used without the express authority of the Executive Committee and every use of that common seal must be recorded.

22.3 The affixing of the common seal of the Association must be witnessed by any two of the President, the Secretary and the Treasurer.

22.4 The common seal of the Association must be kept in the custody of the Secretary or of such other person as the Executive Committee from time to time decides.

23. Inspection of records, etc. of Association

A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.

24. Disputes and mediation

24.1 The grievance procedure set out in this Rule applies to disputes under these Rules between;

a) a member and another member; or

b) a member and the Association; or

c) if the Association provides services to non-members, those non-members who receive services from the Association, and the Association.

24.2 The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.

24.3 If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.

24.4 The mediator must be;

a) a person chosen by agreement between the parties; or

b) in the absence of agreement;

i. in the case of a dispute between a member and another member, a person appointed by the Executive Committee of the Association.

ii. in the case of a dispute between a member or relevant non-member (as defined by Rule 24.1 (c)) and the Association, a person who is a mediator appointed to, or employed with, a not for profit organisation.

24.5 A member of the Association can be a mediator.

24.6 The mediator cannot be a member who is a party to the dispute.

24.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

24.8 The mediator, in conducting the mediation, must;

a) give the parties to the mediation process every opportunity to be heard.

b) allow due consideration by all parties of any written statement submitted by any party.

c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

24.9 The mediator must not determine the dispute.

24.10 The mediation must be confidential and without prejudice.

24.11 If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

25. Distribution of surplus property on winding up of Association

If, on the winding up of this Association, any property of the Association remains after satisfaction of the debts and liabilities of the Association and the costs, charges and expenses of that winding up, that property shall be distributed to another association incorporated under the Act which by all intense and purposes, shares the same objects as the Association.